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EXHIBIT 3.3

|                                     | Certificate of
      Amendment      | FILED # C 6010-99
      AUG 20, 2003         
|------------------------------------ | ----------------------------------- | ---------------------------------------------
|                                     |                                     |                                              
|Dean Heller
      Secretary of State | PURSUANT TO NRS 78.385 (and 78.390) | IN THE OFFICE OF DEANHELLER SECRETARY OFSTATE

|202 North Carson Street
      Carson City, Nevada 89701-4201
      (775) 664 5708
|---------------------------------------------------------------------------------

Certificate of Amendment to Articles of Incorporation
  For Nevada Profit Corporations
  (Pursuant to NRS 78.385 and 78.390  After Issuance of Stock)
  -Remit in Duplicate-

|1. | Name of Corporation.         
      Jupiter Enterprises, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The articles have been amended as follows (provide article
        numbers, if available):
      The Corporations authorized capital has been
          increased from 5,000,000 to 100,000,000 shares of common stock. As a
          result, Article Fourth is hereby superceded and replaced by the following:
        FOURTH. That the total number of common stock authorized
          that may be issued by the Corporation is ONE HUNDRED MILLION (100,000,000)
          shares of stock @ $.001 par value. Said common shares may be issued
          by the Corporation from time to time for such considerations as may
          be fixed by the Board of Directors.
        Preferred Stock may also be issued by the Corporation
          from time to time in one or more series and in such amounts as may be
          determined by the Board of Directors. The designations, voting rights,
          amounts of preference upon distribution of assets, rates of dividends,
          premiums of redemption, conversion rights and other variations, if any,
          the qualifications, limitations or restrictions thereof, if any, of
          the Preferred Stock, and of each series thereof, shall be such as are
          fixed by the Board of Directors, authority so to do being hereby expressly
          granted, and as are stated and expressed in a resolution or resolutions
          adopted by the Board of Directors providing for the issue of such series
          of Preferred Stock.
|3. | The vote by which the stockholders holding
        shares in the corporation entitling them to exercise at least a majority
        of the voting power or such greater proportion of the voting power as
        may be required in the case of a vote by classes or series, or may be
        required by the provisions by the provisions of the articles of incorporation
        have voted in favor of the amendment is: 57%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|4. | Officer Signature (Required):
      /s/ Michael Harrop                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

* If any proposed amendment would alter or change any preference
  or any relative or other right given to any class or series of outstanding shares,
  then the amendment must be approved by the vote. In addition to the affirmative
  vote otherwise required of the holders of shares representing a majority of
  the voting power of each class or series affected by the amendment regardless
  of limitations or restrictions on the voting power thereof.

IMPORTANT:Failure to include any of the above information
  and remit the proper fees may cause this filing to be rejected.

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FILED # C6010-99
  NOV 21, 2002
  IN THE OFFICE OF DEAN
  HELLER SECRETARY OF
  STATE

JUPITER ENTERPRISES, INC.
  (the Corporation)

Certificate of Change in Number of Authorized Shares of Common
  Stock
  (Certificate Required by NRS 78.209)

|1. | The Corporation is effecting a one-for-twenty reverse stock
      split of its common stock.                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | The current number of authorized shares and par value of
      the Corporations common stock prior to the reverse stock split is
      100,000,000 shares of common stock, $0.001 par value.
|3. | The number of authorized shares and par value of the Corporations
      common stock after the reverse stock split is 5,000,000 shares of common
      stock, $0.001 par value.             
|4. | Pursuant to the reverse stock split, one new share of common
      stock shall be issued in exchange for each 20 shares of common stock outstanding.                                         
|5. | In lieu of fractional shares created as a result of the reverse
      stock split, the Corporation shall issue to the holders of fractional shares
      one additional whole share.         
|6. | A stockholders meeting was not required to approve the reverse
      stock split. The Board of Directors authorized the reverse stock split pursuant
      to NRS 78.207.                    

|Date: | October 7, 2002 | By: /s/ Michael J.A. Harrop
|----- | --------------- | ---------------------------
|      |                 | Michael J.A. Harrop        
|      |                 |                            

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ARTICLES OF INCORPORATION

OF

JUPITER ENTERPRISES, INC.

FIRST. The name of the corporation is:

JUPITER ENTERPRISES, INC.

SECOND. Its registered office in the State of
  Nevada is located at 2533 North Carson Street, Carson City, Nevada 89706 that
  this Corporation may maintain an office, or offices, in such other place within
  or without the State of Nevada as may be from time to time designated by the
  Board of Directors, or by the By-Laws of said Corporation, and that this Corporation
  may conduct all Corporation business of every kind and nature, including the
  holding of all meetings of Directors and Stockholders, outside the State of
  Nevada as well as within the State of Nevada.

THIRD. The objects for which this Corporation
  is formed are: To engage in any lawful activity, including, but not limited
  to the following:

(A)
  Shall have such rights, privileges and powers as may be conferred upon corporations
  by any existing law.

(B)
  May at any time exercise such rights, privileges and powers, when not inconsistent
  with the purposes and objects for which this corporation is organized.

(C)
  Shall have power to have succession by its corporate name for the period limited
  in its certificate or articles of incorporation, and when no period is limited,
  perpetually, or until dissolved and its affairs wound up according to law.

(D)
  Shall have power to sue and be sued in any court of law or equity.

(E)
  Shall have power to make contracts.

(F)
  Shall have power to hold, purchase and convey real and personal estate and to
  mortgage or lease any such real and personal estate with its franchises. The
  power to hold real and personal estate shall include the power to take the same
  by devise or bequest in the State of Nevada, or in any other state, territory
  or country.

(G)
  Shall have power to appoint such officers and agents as the affairs of the corporation
  shall require, and to allow them suitable compensation.

(H)
  Shall have power to make By-Laws not inconsistent with the constitution or laws
  of the United State, or of the State of Nevada, for the management, regulation
  and government of its affairs and property, the transfer of its stock, the transaction
  of its business, and the calling and holding of meetings of its stockholders.

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(I)
  Shall have power to wind up and dissolve itself, or be wound up or dissolved.

(J)
  Shall have power to adopt and use a common seal or stamp, and alter the same
  at pleasure. The use of a seal or stamp by the corporation on any corporate
  documents is not necessary. The corporation may use a seal or stamp, if it desires,
  but such use or nonuse shall not in any way affect the legality of the document.

(K)
  Shall have power to borrow money and contract debts when necessary for the transaction
  of its business, or for the exercise of its corporate rights, privileges or
  franchises, or for any other lawful purpose of its incorporation; to issue bonds,
  promissory notes, bills of exchange, debentures, and other obligations and evidences
  of indebtedness, payable at a specified time or times, or payable upon the happening
  of a specified event or events, whether secured by mortgage, pledge or otherwise,
  or unsecured, for money borrowed, or in payment for property purchased, or acquired,
  for any other lawful object.

(L)
  Shall have power to guarantee, purchase, hold, sell, assign, transfer, mortgage,
  pledge or otherwise dispose of the shares of the capital stock of, or any bonds,
  securities or evidences of the indebtedness created by, any other corporation
  or corporations of the State of Nevada, or any other state or government, and,
  while owners of such stock, bonds, securities or evidences of indebtedness,
  to exercise all the rights, powers and privileges of ownership, including the
  right to vote, if any.

(M)
  Shall have power to purchase, hold, sell and transfer shares of its own capital
  stock, and use therefor its capital, capital surplus, surplus, or other property
  or fund.

(N)
  Shall have power to conduct business, have one or more offices, and hold, purchase,
  mortgage and convey real and personal property in the State of Nevada, and in
  any of the several states, territories, possessions and dependencies of the
  United States, the District of Columbia and any foreign countries.

(O)
  Shall have power to do all and everything necessary and proper for the accomplishment
  of the objects enumerated in its certificate or articles of incorporation, or
  any amendment thereof, or necessary or incidental to the protection and benefit
  of the corporation, and, in general, to carry on any lawful business necessary
  or incidental to the attainment of the objects of the corporation, whether or
  not such business is similar in nature to the objects set forth in the certificate
  or articles of incorporation of the corporation, or any amendment thereof.

(P)
  Shall have power to make donations for the public welfare or for charitable,
  scientific or educational purposes.

(Q)
  Shall have power to enter into partnerships, general or limited, or joint ventures,
  in connection with any lawful activities, as may be allowed by law.

FOURTH. That the total number of common stock
  authorized that may be issued by the Corporation is ONE HUNDRED MILLION (100,000,000)
  shares of stock @ $.001 par value. Said common shares may be issued by the Corporation
  from time to time for such considerations as may be fixed by the Board of Directors.

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Preferred
  Stock may also be issued by the Corporation from time to time in one or more
  series and in such amounts as may be determined by the Board of Directors. The
  designations, voting rights, amounts of preference upon distribution of assets,
  rates of dividends, premiums of redemption, conversion rights and other variations,
  if any, the qualifications, limitations or restrictions thereof, if any, of
  the Preferred Stock, and of each series thereof, shall be such as are fixed
  by the Board of Directors, authority so to do being hereby expressly granted,
  and as are stated and expressed in a resolution or resolutions adopted by the
  Board of Directors providing for the issue of such series of Preferred Stock.

FIFTH. The governing board of this corporation
  shall be known as directors, and the number of directors may from time to time
  be increased or decreased in such manner as shall be provided by the By-Laws
  of this Corporation, providing that the number of directors shall not be reduced
  to fewer than one (1).

The
  name and post office address of the first board of Directors shall be one (1)
  in number and listed as follows:

| | NAME         | POST OFFICE ADDRESS      
| | ------------ | -------------------------
| |              |                          
| | Brent Buscay | 2533 North Carson Street 
| |              | Carson City, Nevada 89706

SIXTH. The capital stock, after the amount of
  the subscription price, or par value, has been paid in, shall not be subject
  to assessment to pay the debts of the corporation.

SEVENTH. The name and post office address of
  the Incorporator signing the Articles of Incorporation is as follows:

| | NAME         | POST OFFICE ADDRESS      
| | ------------ | -------------------------
| |              |                          
| | Brent Buscay | 2533 North Carson Street 
| |              | Carson City, Nevada 89706

EIGHTH. The resident agent for this corporation shall be:

LAUGHLIN ASSOCIATES, INC.

The
  address of said agent, and, the registered or statutory address of this corporation
  in the state of Nevada, shall be:

2533 North Carson Street
  Carson City, Nevada 89706

NINTH. The corporation is to have perpetual
  existence.

TENTH. In furtherance and not in limitation
  of the powers conferred by statute, the Board of Directors is expressly authorized:

Subject
  to the By-Laws, if any, adopted by the Stockholders, to make, alter or amend
  the By-Laws of the Corporation.

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To
  fix the amount to be reserved as working capital over and above its capital
  stock paid in; to authorize and cause to be executed, mortgages and liens upon
  the real and personal property of this Corporation.

By
  resolution passed by a majority of the whole Board, to designate one (1) or
  more committees, each committee to consist of one or more of the Directors of
  the Corporation, which, to the extent provided in the resolution, or in the
  By-Laws of the Corporation, shall have and may exercise the powers of the Board
  of Directors in the management of the business and affairs of the Corporation.
  Such committee, or committees, shall have such name, or names, as may be stated
  in the By-Laws of the Corporation, or as may be determined from time to time
  by resolution adopted by the Board of Directors.

When
  as authorized by the affirmative vote of the Stockholders holding stock entitling
  them to exercise at least a majority of the voting power given at a Stockholders
  meeting called for that purpose, or when authorized by the written consent of
  the holders of at least a majority of the voting stock issued and outstanding,
  the Board of Directors shall have power and authority at any meeting to sell,
  lease or exchange all of the property and assets of the Corporation, including
  its good will and its corporate franchises, upon such terms and conditions as
  its board of Directors deems expedient and for the best interests of the Corporation.

ELEVENTH. No shareholder shall be entitled as
  a matter of right to subscribe for or receive additional shares of any class
  of stock of the Corporation, whether now or hereafter authorized, or any bonds,
  debentures or securities convertible into stock, but such additional shares
  of stock or other securities convertible into stock may be issued or disposed
  of by the Board of Directors to such persons and on such terms as in its discretion
  it shall deem advisable.

TWELFTH. No director or officer of the Corporation
  shall be personally liable to the Corporation or any of its stockholders for
  damages for breach of fiduciary duty as a director or officer involving any
  act or omission of any such director or officer; provided, however, that the
  foregoing provision shall not eliminate or limit the liability of director or
  officer (i) for acts or omissions which involve intentional misconduct, fraud
  or a knowing violation of law, or (ii) the payment of dividends in violation
  of Section 78.300 of the Nevada Revised Statutes. Any repeal or modification
  of this Article by the stockholders of the Corporation shall be prospective
  only, and shall not adversely affect any limitation on the personal liability
  of a director or officer of the Corporation for acts or omissions prior to such
  repeal or modification.

THIRTEENTH. This Corporation reserves the right
  to amend, alter, change or repeal any provision contained in the Articles of
  Incorporation, in the manner now or hereafter prescribed by statute, or by the
  Articles of Incorporation, and all rights conferred upon Stockholders herein
  are granted subject to this reservation.

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I,
  THE UNDERSIGNED, being the Incorporator hereinbefore named for the purpose
  of forming a Corporation pursuant to the General Corporation Law of the State
  of Nevada, do make and file these Articles of Incorporation, hereby declaring
  and certifying that the facts herein stated are true, and accordingly have hereunto
  set my hand this 29th day of February 1998.

/s/ Brent Buscay
  Brent Buscay

|STATE OF NEVADA | )    
|--------------- | -----
|                | ) SS:
|CARSON CITY     | )    

On this 19th day of February, 1998 in Carson City, Nevada,
  before me, the undersigned, a Notary Public in and for Carson City, State of
  Nevada, personally appeared:

Brent Buscay

Known to me to be the person whose name is subscribed to the foregoing document
  and acknowledged to me that he executed the same.

/s/ Terri L. Conetto
  Notary Public

I, Laughlin Associates, Inc., hereby accept as Resident Agent
  for the previously named Corporation.

|February 19, 1998 | /s/ signature 
|----------------- | --------------
|Date              | Vice President

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